hiring
What to check before you sign an ecommerce agency contract
Ownership, access, scope, payment and exit — the five clauses that decide what happens when a build goes well, and what happens when it doesn't.
Most agency contracts are fine. The problems are almost never malice — they’re silence. A clause that was never written is the one you argue about eighteen months later, usually at the worst possible moment, and usually about access to something you assumed was yours.
Five things to read for, and what good looks like.
1. Who owns the work
You want, in writing: on final payment, all deliverables and custom code become your property.
Two common variations are reasonable and worth understanding rather than fighting:
- The agency keeps its own pre-existing libraries, licensed to you perpetually. That’s normal. A shop with a good internal component library is why the build is fast. What matters is that the licence survives the relationship and isn’t revocable.
- Third-party assets stay third-party. Fonts, stock photography and paid apps are licensed, not owned, and the licence needs to be in your name. A build handed over with a font licensed to the agency is a problem you inherit silently.
What is not reasonable: ownership contingent on an ongoing retainer. That is not a build contract, it’s a lease, and it should be priced and named as one.
2. Who holds the accounts
This is the clause people skip and then regret. Write down who owns the logins:
- The store admin, and who holds the owner-level account
- The domain registrar
- DNS
- The repository
- Analytics, Search Console, the tag manager
- Any third-party app subscribed on your behalf
Your organisation should be the owner of every one of these from day one, with the agency added as a collaborator. Not the reverse. Agencies that set up the domain under their own registrar account are not usually planning anything — it’s just faster on day one — but it converts an ordinary parting of ways into a negotiation.
If an agency has already built you something and holds these, ask for them now, while everyone is happy.
3. What scope actually means
Scope disputes come from a document that describes outcomes but not quantities. The fix is boring and effective: make the statement of work count things.
- How many unique page templates? (Not pages — templates.)
- How many rounds of design revision, and what constitutes a round?
- Which integrations by name, and who pays if an API turns out to be worse than documented?
- What is explicitly excluded?
That last one is the most useful line in any SOW and the most often missing. An agency willing to write “this does not include content migration, product photography, or post-launch training” is an agency that has thought about the project.
4. How change is handled
Every project changes. The contract should say what happens when it does, before anyone is annoyed: who can request a change, who estimates it, whether work pauses while it is approved, and what the hourly rate is for out-of-scope work.
A change process that exists on paper turns a fight into an email. One that doesn’t turns a small request into a relationship problem.
5. What happens if it ends early
The uncomfortable one, and the reason to read it while you still like each other.
- Notice period. Thirty days is typical for a maintenance retainer.
- What you receive on termination. At minimum: all code committed to your repository, all design source files, all credentials, and a written handover of anything running on the agency’s infrastructure.
- Payment for work in progress. Fair, and worth defining as a fraction of a named milestone rather than “work performed to date”, which is unmeasurable.
- Kill fee, if any. Reasonable on a booked delivery slot. Should be a number, not a percentage of the remaining contract.
Two things that aren’t in the contract but should be in your notes
Who is actually doing the work. The people in the pitch are not always the people on the project. Ask who the developers are, and whether any of the build is subcontracted. Subcontracting is fine and normal; discovering it in month three is not.
What happens on Black Friday. Ask about support response times during peak, in writing, including whether it costs extra. An agency’s answer to this question is a very fast read on how seriously they take operating a store rather than launching one.
A closing note on how to use all this
You are not trying to win a negotiation. You are trying to find out how the agency behaves when asked a direct question about an awkward topic.
An experienced shop hears “can we add a clause confirming we own the accounts?” and says “of course, here’s our standard one”. The response you’re listening for is not the answer — it’s whether the question was a surprise.
